UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedJanuaryDecember 31, 20192021

or

☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

For the transition period from __________ to ____________

Commission file number: 333-209900

Jialijia Group Corporation Limited

(formerly known as Rizzen, Inc.)

(Exact name ofregistrantas specified in its charter)

Registrant's telephone number, including area code:+86 +86 (519) 8980-1180

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock, par value $0.001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐    No☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☒ No ☐

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As

The aggregate market value of July 31, 2018,the 2,197,656 shares of Common Stock of the registrant held by non-affiliates on June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, there were 1,285,000  shares outstanding and heldcomputed by non-affiliates ofreference to the registrant. As of July 31, 2018, there was no closing price ofreported by the registrant’s common stockOver-the-Counter Bulletin Board on the OTCQB market.that date is $0.  

As of May 7, 2019, there were 7,285,000 shares of registrant's common stock.

EXPLANATORY NOTEDOCUMENTS INCORPORATED BY REFERENCE: None

As used in this Annual Report, the terms “we,” “us,” “our,” and words of like import, and the “Company” refer to Jialijia Group Corporation Limited unless the context otherwise indicates or the context otherwise requires.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains certain forward-looking statements (as such term is defined inincludes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The statements herein, whichthat are not historical facts, reflect our current expectations and projections about the Company’s futureinvolve risks and uncertainties that could cause actual results performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and our interpretation of what we believe to be significant factors affecting our business, including many assumptions about future events. Such forward-looking statements include statements regarding, among other things:

Forward-looking statements, which involve assumptions and describe our plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “will,” “plan,” “could,” “target,” “contemplate,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these or similar words. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially from those expressedexpected and projected. All statements, other than statements of historical facts, included in or implied by, these forward-lookingthis Form 10-K including, without limitation, statements because of various risks, uncertaintiesin the “Market Overview” and other factors, including the ability to raise sufficient capital to continue the Company’s operations. These statements may be found under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”Operations” regarding the Company’s market projections, financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the

Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as elsewhereother factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Annual Report on Form 10-K generally. Actual eventsfiling and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those discussedprojected in the forward-looking statements as a result of various factors. Such factors including, without limitation, matters describedthat could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in this Annualquarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Current Report on Form 10-K.8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 30, 2019.

In lightConsequently, all of the forward-looking statements made in this Form 10-K are qualified by these riskscautionary statements and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report on Form 10-K will in fact occur.

Potential investors should not place undue reliance on any forward-looking statements. Except as expressly requiredactual results or developments anticipated by the federal securities laws, there isCompany will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. Potential investors should not make an investment decision based solely on our projections, estimates or expectations.

The forward-looking statements in this Annual Report on Form 10-K represent our views as of the date of this Annual Report on Form 10-K. Such statements are presented only as some guide about future possibilities and do not represent assured events, and we anticipate that subsequent events and developments will cause our views to change. You should, therefore, not rely on these forward-looking statements as representing our views as of any date after the date of this Annual Report on Form 10-K.

This Annual Report on Form 10-K also contains estimates and other statistical data prepared by independent parties and by us relating to market size and growth and other data about our industry. These estimates and data involve a number of assumptions and limitations, and potential investors are cautioned not to give undue weight to these estimates and data. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Annual Report on Form 10-K. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk.

Except as required by law, we assume no obligationobligations to update any such forward-looking statements publicly, or to update the reasons actual results differing materially from those anticipated based on any forward-looking statements, even if new information becomes available in the future. Depending on the market for our stock and other conditional tests, a specific safe harbor under the Private Securities Litigation Reform Act of 1995 may be available to us. Notwithstanding the above, because Section 27A of the Securities Act and Section 21E of the Exchange Act expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock, the safe harbor for forward-looking statements may not be available to us at certain times as we may be considered to be an issuer of penny stock.statements.

TABLE OF CONTENTS

PART I

Corporate History and Structure

Jialijia Group Corporation Limited, formerly known as Rizzen, Inc. (the “Company”) was incorporated as a corporation under the laws of the State of Nevada on October 21, 2015 and has been inactive since our change in control reported on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 30, 2016 (the “Change of Control”). Our prior business model was to provide vending and shipping services of electronic toys of various kinds manufactured in China and to distribute electronic kid toys of various price categories to both small and medium-sized vendors. Under this prior business model, we intended on selling, importing, and marketing our business to European and North American markets.

Following the Change of Control, the Company has been seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets that we have not yet identified. Consequently, the Company now has only minimal assets and liabilities. Its operations are focused on seeking to acquire an operating business with strong growth potential. From and after the change of control, unless and until the Company completes an acquisition, its expenses are expected to consist solely of legal, accounting and compliance costs, including those related to complying with reporting obligations under the Securities and Exchange Act of 1934.

We are now considered a blank check company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), we also qualify as a “shell company,” because we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

Our current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute or sell assets to the Company rather than to merge. No assurances can be given that the Company will be successful in identifying or negotiating with any target company. We seek to provide a method for a foreign or domestic private company to become a reporting or public company whose securities are qualified for trading in the United States secondary markets.

A business combination with a target company normally will involve the transfer to the target company of the majority of the issued and outstanding common stock of the Company, and the substitution by the target company of its own management and Board. No assurances can be given that the Company will be able to enter into a business combination, or, if the Company does enter into such a business combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company.

2015. On May 16, 2018, pursuant to the approval of the majority of our shareholders and our board of directors (the “Board”), the Company's Articles of Incorporation were amended to reflect achange our name change to Jialijia Group Corporation Limited and increase the number of authorized shares the corporation is authorized to issue increased from 75,000,000 to 1,000,000,000. These changes were effective upon the filing of a Certificate of Amendment with the State of Nevada.

On December 15, 2018, the Company entered into an asset reorganization agreement (the “Original Reorganization Agreement”) with Shenzhen Wenchuan Industrial Corporation, Ltd. (“Shenzhen Wenchuan”) and Hunan Rucheng Wenchuan Gas Corporation, Ltd. (“Hunan Rucheng”), which was amended by an amendment (the “Amendment”) entered into by both parties on January 9, 2019 (together, the “Reorganization Agreement (As Amended)”), pursuant to which, among other matters, and subject to the satisfaction of the conditions set forth in the Reorganization Agreement (As Amended), the Company shall purchase 70% of the equity capital of each of Shenzhen Wenchuan and Hunan Rucheng by paying to Shenzhen Wenchuan and Hunan Rucheng in the aggregate RMB 12,000,000 (approximately $1,789,149) in cash and 24,340,000 shares of the Company’s common stock. Shenzhen Wenchuan is the wholly owned parent of Hunan Rucheng. The respective boards of directors of the Company and Wenchuan have each unanimously approved the Original Reorganization Agreement and the Amendment. The transaction underlying the Reorganization Agreement (As Amended) is subject to customary closing conditions, such as shareholder approval and receipt of required regulatory approvals. The parties involved are expected to work diligently to ensure a successful closing. As of the date of this annual report on Form 10-K, this transaction has not yet closed.

Effective as of December 15, 2018, the Company appointed: (i) Mr. Dongzhi Zhang as the Chairman of the Board; (ii) Mr. Jiannan Wu as the Company’s General Manager and Director; and (iii) Ms. Weixia Hu as the Company’s Chinese Region Chief Representative. Ms. Na Jin remains theis our CEO, CFO, Secretary and a directordirector. 

Jialijia Group Corporation Limited, formerly known as Rizzen, Inc. (the “Company”) was incorporated as a corporation under the laws of the State of Nevada on October 21, 2015 and has been inactive since our change in control on December 30, 2016. Following our change,

On July 10, 2019, the Company entered into a share purchase/exchange agreement (the “Share Exchange Agreement”) with Huazhongyun Group Co., Limited (“Huazhongyun,” formerly known as “JLJ Group Corporation Limited”), a company formed under the laws of the Hong Kong Special Administrative Region, and Na Jin, the sole shareholder of Huazhongyun and the Chief Executive Officer and Chief Financial Officer of the Company. Na Jin, through Huazhongyun, owned 6,000,000 shares (or 300,000 post-reverse split) (the “Company Shares”) of the Company, which represented approximately 82% of the shares of the Company’s common stock, issued and outstanding, par value $0.001 per share, as of the date of execution of the Share Exchange Agreement. Na Jin owned an aggregate of 10,000 ordinary shares of Huazhongyun (“Huazhongyun Shares”), which constituted all of the issued and outstanding ordinary shares of Huazhongyun. On the date of execution of the Share Exchange Agreement, Huazhongyun owned all of the equity interests in Jialijia Jixiang Investment (Changzhou) Co., Ltd. (“WFOE”), a wholly-foreign owned entity formed under the laws of China, which in turn held seventy percent (70%) of the outstanding equity interest in Rucheng Wenchuan Gas Co., Ltd. (the “Rucheng Wenchuan”), a company formed under the laws of China.

Pursuant to the Share Exchange Agreement, on August 29, 2019 (the “Closing Date”), Na Jin sold and transferred all of the Huazhongyun Shares to the Company in exchange for all of the Company Shares and the Company received all of the outstanding Huazhongyun Shares. As a result, on the Closing Date, Na Jin directly owned Company Shares representing approximately 48% of the issued and outstanding shares of the Company’s common stock, Huazhongyun became a wholly-owned subsidiary of the Company, and the Company owned 70% of the outstanding equity interest in Rucheng Wenchuan through Huazhongyun and WFOE.

From July 22, 2019 to July 29, 2019, the Company entered into a securities subscription agreement (the “Subscription Agreement”) with fifty-four (54) investors (the “Investors”) who reside outside the United States where the Investors purchased an aggregate of 3,011,483 (or 150,574 post-reverse split) shares of the Company’s common stock, par value $0.001 per share, at a price of $0.03 ($0.60 post-reverse split) per share. Pursuant to each of the Subscription Agreements, the Company issued its shares of common stock to each Investor in the

respective amounts as set forth in the Subscription Agreement and received the funds in the corresponding amounts as set forth therein. In addition, on April 20, 2019, Ms. Na Jin, the Chief Executive Officer of the Company, entered into a Subscription Agreement to purchase 1,000,000 (50,000 post-reverse split) shares of the Company’s common stock at a price of $0.01 ($0.20 post-reverse split) per share, for a total purchase price of $10,000, which purchase was consummated on July 24, 2019.

As a result of the consummation of the above merger on August 29, 2019, we entered into the business of producing and selling gases, such as oxygen and nitrogen, for industrial and medical purposes in the PRC. In 2020, the COVID-19 pandemic materially and adversely affected economic conditions and our operating results. As a result, we were unable to obtain the financing necessary to pursue this business.

1

Effective July15, 2020, we engaged in a one for twenty reverse stock split of our common stock whereby each twenty shares of common stock were reduced into one share of common stock with fractional shares rounded to one whole share. All descriptions of securities issuances occurring prior to such reverse stock split are provided on a pre-reverse and post-reverse basis 

On December 26, 2020, Calico Darji Group Holdings Co., Limited ("Calico Darji”, formerly Huazhongyun) entered into a share exchange agreement with Shenzhen Lintai Biotechnology Co., Limited (“Shenzhen Lintai”), a company incorporated under the laws of PRC; pursuant to which Calico Darji agreed to exchange 26% of the Company’s common stock held by Calico Darji for 100% of the equity interest of Shenzhen Lintai. This share exchange agreement has not closed due to the required governmental procedures and documents necessary to consider the share exchange completed have not been completed and obtained by the Company.

On March 5, 2021, Calico Darji formed a wholly-owned subsidiary, Zhongtai Chunfeng Wanqi (Chengdu) Industrial Group Co., Limited, under the laws of the PRC.

On June 1, 2021, Calico Darji changed its name to Jialijia Zhongtai Chunfeng Group Co., Limited.

On July 1, 2021, our Board of Directors approved the sale and issuance of an aggregate of: (i) 2,278,373 shares of our common stock at a per share price of $0.04 to approximately 200 non-US persons for aggregate gross proceeds of approximately $91,135; (ii) 1,932,706 shares of our common stock at a per share price of $0.03 to approximately 10 non-US persons for aggregate gross proceeds of approximately $57,981. The securities, aggregating 4,211,079 shares of Common Stock, were sold and issued in July 2021, 1,847,656 shares of which were subscribed by Dongzhi Zhang, the Company’s Chairman of the Board, at a price of $0.03 per share. The securities were sold pursuant to the exemption provided by Regulation S promulgated under the Securities Act of 1933, as amended.

We are currently a “shell company” with no meaningful assets or operations other than our efforts to identify and merge with an operating company.  Our principal business is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed business activities, we are a “blank check” company. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

Our principal executivebusiness objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. We are in active discussions with an operating company for a potential business combination. There is no assurance that we will be able to successfully consummate such an acquisition or that following such acquisition we will be eligible to trade on a national securities exchange, or be quoted on the Over-the-Counter.

The analysis of new business opportunities will be undertaken by or under the supervision of the Company’s officers. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, we will consider the following kinds of factors:

2

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available acquisition opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We may not discover or adequately evaluate adverse facts about the business to be acquired. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information that may be available regarding private companies, our limited personnel and financial resources.

We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information, which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage. Our lack of funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.

The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.

Additionally, we are in a highly competitive market for a small number of business opportunities, which could reduce the likelihood of consummating a successful business combination. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Our offices are located at Room 402, Unit B, Building 5, Guanghua Community, Guanghua Road, Tianning District, Changzhou City, Jiangsu China. Our phoneProvince, China 213000 and our telephone number at such address is +86-18602593148.    + (86-519) 8980-1180.

Available Information3

The public may read and copy any materials we file with the Securities and Exchange Commission (“SEC”), includingdiagram below illustrates our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to the foregoing, at the SEC’s Public Reference Room at 100 F St., NE, Washington, DC 20549, on official business days during the hours of 10 AM to 3 PM. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains periodic and current reports, proxy and information statements, and other information regarding the Company and other issuers that file electronically with the SEC.corporate structure.

4

As a smaller reporting company, we areas defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore is not required to provide the information pursuant torequired by this Item..item.

As a smaller reporting company, we areas defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore is not required to provide the information pursuant torequired by this Item.item.

Our offices are located at Room 402, Unit B, Building 5, Guanghua Community, Guanghua Road, Tianning District, Changzhou City, Jiangsu Province, China 213000. The Company neither rents nor owns any properties. The Company utilizespremises are provided to us free of charge by our Chairman of the office space and equipment of one of its stockholders at no charge.Board.

To the knowledge of the Company, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Not applicable.

PART II

(a) Market Information.Information

There is a limited public market forShares of our Common Stock. Our Common Stock iscommon stock are quoted on the OTCQB marketOTC Pink under the symbol “RZZN” OTCQB. As of April 14, 2022, the last closing price of our securities was $3.00, with little to no quoting activity. There is no established public trading prices due to many factors thatmarket for our securities and a regular trading market may not develop, or if developed, may not be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market insustained.

The following table sets forth, for the futurefiscal quarters indicated, the high and low closing prices for our common stock.stock, as reported on the Pink Sheets. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

OTCQB securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks.OTCQB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

(b) Approximate Number of Holders of Common Stock

As of May 7, 2019,April 14, 2022, there were approximately eight313 shareholders of record holders of an aggregate of 7,285,000our common stock. Such number does not include any shareholders holding shares of Common Stock issued and outstanding.in nominee or “street name”.

Transhare Corporation located at 15500 Roosevelt Blvd, Suite 302, Clearwater, FL 33760 is the transfer agent for our Common Stock. Their telephone number is 303-662-1112.

Effective on August 11, 1993, the SEC adopted Rule 15g-9, which established the definition of a “penny stock,” for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and (ii) that the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) states that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

(c) Dividends

The Company has not

Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. We paid any cashno dividends to date and does notduring the periods reported herein, nor do we anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.

Options, Warrants, Convertible Securities

Currently, we do not have any warrants, options or convertible securities outstanding. 

(d) Securities Authorized for Issuance under Equity Compensation AgreementsPlan Information

None.

(e) Recent Sales of Unregistered Securities

During the fiscal year ended January 31, 2019, we did not have sales of unregistered securities other than those already disclosed in the quarterly reports on Form 10-Q in the fiscal year of 2018 and current reports on Form 8-K.  None.

(f) Recent Purchases ofSecurities Authorized for Issuance under Equity Securities by us and our Affiliated PurchasersCompensation Plans

None.

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Where You Can Find Additional Information

We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. For further information with respect to the Company, you may read and copy its reports, proxy statements and other information, at the SEC public reference rooms at 100 F. Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference rooms. The Company’s SEC filings are also available at the SEC’s web site at http://www.sec.gov.

 Not applicable to smaller reporting companies.

OverviewWe are currently a “shell company” with no meaningful assets or operations other than our efforts to identify and merge with an operating company.

Our principal business is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed business activities, we are a “blank check” company. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements. 

We are in active discussions with an operating business affiliated with our executive officers regarding potential acquisition. There is no assurance that we will be able to successfully acquire such company or any company in the near future.

Jialijia Group Corporation Limited, formerly known as Rizzen, Inc. (the “Company”) was incorporated as a corporation under the laws of the State of Nevada on October 21, 20152015. On May 16, 2018, our Articles of Incorporation were amended to change our name to Jialijia Group Corporation Limited and has been inactive since our change in control on December 30, 2016. Following our change,increase the Company now has only minimal assets and liabilities. Its operations are focused on seekingnumber of authorized shares the corporation from 75,000,000 to acquire an operating business with strong growth potential. From and after the change of control, unless and until the Company completes an acquisition, its expenses are expected to consist solely of legal, accounting and compliance costs, including those related to complying with reporting obligations under the Exchange Act.1,000,000,000.

In December 2018, the Company identified, negotiated, and reached two business acquisition agreements with two target companies (see “Material Agreements” below). Our principal business objective for the past 12 months, and beyond such time, have been and will be to achieve long-term growth potential through acquisitionsEffective as of these operating businesses.

Material Agreements

On December 15, 2018, the Company appointed: (i) Mr. Dongzhi Zhang as the Chairman of the Board; (ii) Mr. Jiannan Wu as the Company’s General Manager and Director; and (iii) Ms. Weixia Hu as the Company’s Chinese Region Chief Representative. Ms. Na Jin is our CEO, CFO, Secretary and a director. 

On July 10, 2019, the Company entered into an asset reorganizationa share purchase/exchange agreement (the “Original Reorganization“Share Exchange Agreement”) with Shenzhen Wenchuan IndustrialHuazhongyun Group Co., Limited (“Huazhongyun,” formerly known as “JLJ Group Corporation Ltd. (“Shenzhen Wenchuan”) and Hunan Rucheng Wenchuan Gas Corporation, Ltd. (“Hunan Rucheng”Limited”), which was amended by an amendment (the “Amendment”) entered into by both parties on January 9, 2019 (together,a company formed under the “Reorganization Agreement (As Amended)”), pursuant to which, among other matters, and subject to the satisfactionlaws of the conditions set forth inHong Kong Special Administrative Region, and Na Jin, the Reorganization Agreement (As Amended),sole shareholder of Huazhongyun and the Chief Executive Officer and Chief Financial Officer of the Company. Na Jin, through Huazhongyun, owned 6,000,000 shares (or 300,000 post-reverse split) (the “Company Shares”) of the Company, shall purchase 70%which represented approximately 82% of the equity capital of each of Shenzhen Wenchuan and Hunan Rucheng by paying to Shenzhen Wenchuan and Hunan Rucheng in the aggregate RMB 12,000,000 (approximately $1,789,149) in cash and 24,340,000 shares of the Company’s common stock. Shenzhenstock, issued and outstanding, par value $0.001 per share, as of the date of execution of the Share Exchange Agreement. Na Jin owned an aggregate of 10,000 ordinary shares of Huazhongyun (“Huazhongyun Shares”), which constituted all of the issued and outstanding ordinary shares of Huazhongyun. On the date of execution of the Share Exchange Agreement, Huazhongyun owned all of the equity interests in Jialijia Jixiang Investment (Changzhou) Co., Ltd. (“WFOE”), a wholly-foreign owned entity formed under the laws of China, which in turn held seventy percent (70%) of the outstanding equity interest in Rucheng Wenchuan isGas Co., Ltd. (the “Rucheng Wenchuan”), a company formed under the wholly laws of China.

Pursuant to the Share Exchange Agreement, on August 29, 2019 (the “Closing Date”), Na Jin sold and transferred all of the Huazhongyun Shares to the Company in exchange for all of the Company Shares and the Company received all of the outstanding Huazhongyun Shares. As a result, on the Closing Date, Na Jin directly

owned parentCompany Shares representing approximately 48% of Hunan Rucheng. The respective boardsthe issued and outstanding shares of directorsthe Company’s common stock, Huazhongyun became a wholly-owned subsidiary of the Company, and the Company owned 70% of the outstanding equity interest in Rucheng Wenchuan havethrough Huazhongyun and WFOE.

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From July 22, 2019 to July 29, 2019, the Company entered into a securities subscription agreement (the “Subscription Agreement”) with fifty-four (54) investors (the “Investors”) who reside outside the United States where the Investors purchased an aggregate of 3,011,483 (or 150,574 post-reverse split) shares of the Company’s common stock, par value $0.001 per share, at a price of $0.03 ($0.60 post-reverse split) per share. Pursuant to each unanimouslyof the Subscription Agreements, the Company issued its shares of common stock to each Investor in the respective amounts as set forth in the Subscription Agreement and received the funds in the corresponding amounts as set forth therein. In addition, on April 20, 2019, Ms. Na Jin, the Chief Executive Officer of the Company, entered into a Subscription Agreement to purchase 1,000,000 (50,000 post-reverse split) shares of the Company’s common stock at a price of $0.01 ($0.20 post-reverse split) per share, for a total purchase price of $10,000, which purchase was consummated on July 24, 2019.

As a result of the consummation of the above merger on August 29, 2019, we entered into the business of producing and selling gases, such as oxygen and nitrogen, for industrial and medical purposes in the PRC. In 2020, the COVID-19 pandemic materially and adversely affected economic conditions and our operating results. As a result, we were unable to obtain the financing necessary to pursue this business.

Effective July15, 2020, we engaged in a one for twenty reverse stock split of our common stock whereby each twenty shares of common stock were reduced into one share of common stock with fractional shares rounded to one whole share. All descriptions of securities issuances occurring prior to such reverse stock split are provided on a pre-reverse and post-reverse basis.

On July 1, 2021, our Board of Directors approved the Original Reorganization Agreementsale and issuance of an aggregate of: (i) 2,278,373 shares of our common stock at a per share price of $0.04 to approximately 200 non-US persons for aggregate gross proceeds of approximately $91,135; (ii) 1,932,706 shares of our common stock at a per share price of $0.03 to approximately 10 non-US persons for aggregate gross proceeds of approximately $57,981. The securities, aggregating 4,211,079 shares of Common Stock, were sold and issued in July and August 2021. The securities were sold pursuant to the Amendment. The transaction underlyingexemption provided by Regulation S promulgated under the Reorganization Agreement (As Amended)Securities Act of 1933, as amended.

Limited Operating History; Need for Additional Capital

We have had limited operations and have been issued a “going concern” opinion by our auditor, based upon our reliance on the sale of our common stock and loans from a related party, as the sole source of funds for our future operations.

There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to customary closing conditions, such as shareholder approvalrisks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the launching of our games and receipt of required regulatory approvals.market or wider economic downturns. We do not believe we have sufficient funds to operate our business for the next 12 months.

As ofWe have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. If we are unable to raise additional capital to maintain our operations in the date of this report, these above-mentioned transactions have not been consummated, as certain closing conditions have not been satisfied. Nevertheless, the parties involved are expectedfuture, we may be unable to work diligentlycarry out our full business plan or we may be forced to ensure a successful closing of the foregoing transactions within 12 months.

cease operations.

Going Concern

Our consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of December 31, 2021, the Company had working capital of $350,290 and has incurred losses since its inception resulting in an accumulated deficit of $5,189,744. Further losses are anticipated in the

development of the business, raising substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

8

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placements of common stock.

Results of Operations for the

For The Year Ended JanuaryDecember 31, 20192021 Compared to the Year Ended JanuaryDecember 31, 20182020

The following table sets forth selected financial information from our statements of comprehensive loss for the years ended December 31, 2021 and 2020:

Revenues

The Company did not engage in any business activitiescommence operations and did not generate any revenuerevenues for the years ended JanuaryDecember 31, 20192021 and 2018.2020.

Operating Expenses

The Company has had nominal operationsOperating expenses for the years ended December 31, 2021 and only incurred2020, were $317,613 and $72,384, respectively. Operating expenses relating to being a public reporting company and seeking for merger and acquisition. Thethe year ended December 31, 2021, consisted solely of general and administrative expenses consisted primarily of professional fees and organization expenses. For$317,613. Operating expenses for the year ended JanuaryDecember 31, 2019, the2020, consisted solely of general and administrative expenses amounted to $42,783 as compared with $30,567 for the year ended January 31, 2018, an increase of $12,216, or 40%.$72,384.

Net Loss

As a result of the foregoing,above factors, the Company incurred a net loss of $317,613 and $72,384 for the years ended JanuaryDecember 31, 2019, net2021 and 2020, respectively.

Foreign Currency Translation Gain (Loss)

The Company had $3,588,833 in foreign currency translation loss amounted to $42,783,during the year ended December 31, 2021 as compared to $30,567 for$184,762 in foreign currency translation gain during the year ended JanuaryDecember 31, 2018, an2020, reflecting a change of $3,404,071. Such increase of $12,216, or 40%.in foreign currency translation gain was primarily caused by the currency exchange rate fluctuation and reclassifications.

Liquidity and Capital Resources

Working Capital:The following summarizes the key component of our cash flows for the years ended December 31, 2021 and 2020.

As of January 31, 2019 and 2018, we had cash and cash equivalent of both $0. As of January 31, 2019, we have incurred accumulated operating losses of $105,815 since inception. As of January 31, 2019 and 2018, we had working capital deficits of $74,115 and $31,332, respectively.

Cash Flows:

Net cash used in operating activities was $52,983 during the year ended January 31, 2019, compared to $31,132$2,740,662 for the year ended JanuaryDecember 31, 2018.2021, compared to that of $27,879 for the year ended December 31, 2020. The increase in the cash used in operating activitiesof $2,271,783 was primarily due to the increase in net loss during the year, increased other comprehensive income and prepaid expenses, decreases in inventory, and increased accrued expenses ended December 31, 2021.

Net cash used in investing activities was $(1,490,302) and $0 for the years ended December 31, 2021 and 2020, respectively. Net cash used during the year ended JanuaryDecember 31, 2019, compared2021, was attributable to the year ended January 31, 2018.

We had no cash flow from investing activities during the years ended January 31, 2019 and 2018.decreases in our intangible assets.

Net cash provided by financing activities was $52,983 during the year ended January 31, 2019, compared to $31,132$(1,263,470) and $40,649 for the year ended JanuaryDecember 31, 2018.2021 and 2020, respectively, representing a decrease of $1,22,821. The increasedecrease in thenet cash provided by financing activities was primarily dueattributable to the decrease in advances from officers for working capital purpose and an increase in capital contribution from sale of proceeds from related party loan.our common stock.

Working Capital:

As of December 31, 2021 and December 31, 2020, we had cash and cash equivalent of $823 and $13,933, respectively. As of December 31, 2021, we have incurred accumulated operating losses of $5,189,744 since inception. As of December 31, 2021 and December 31, 2020, we had working capital deficit of $350,290 and $3,330,650, respectively.

Going Concern:

We require additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have to cease business operations. As a result, our common stock investors would lose all of their investment. 

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Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We qualify as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act, which became law in April, 2012. Under the JOBS Act, “emerging growth companies”, can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies

Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

Income Taxes

We accountsaccount for income taxes as outlined in ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Loss per Share Calculation

We comply with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. For the years ended JanuaryDecember 31, 20192020 and 2018,2019, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of us. As a result, diluted loss per common share is the same as basic loss per common share for the periods.

Fair values of financial instruments

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of JanuaryDecember 31, 20192020 and 2018.December 31, 2019.

Recent Accounting Pronouncements

Management has evaluated all the recently issued accounting pronouncements and does not believe that they will have a material effect on the Company'sCompany’s financial position and results of operations.

Off-balance Sheet Arrangements

As of JanuaryDecember 31, 20192020 and 2018,December 31, 2019, there were no off-balance sheet arrangements.

Not applicable.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

The audited financial statements of the Company for the fiscal yearyears ended JanuaryDecember 31, 20192021, and 2020, and the notes thereto are set forth on page F-1 through F-10F-15 of this Annual Report. The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the U.S., or US GAAP, and pursuant to Regulation S-K as promulgated by the SEC. The financial statements have been prepared assuming the Company will continue as a going concern.

As reported by the Company in its Current Report on Form 8-K filed with the SEC on January 17, 2019, our independent auditor, Fruci & Associates II, PLLC (“FRUCI”) advised our Board in writing that they resigned as auditor of the Company.None.

The auditor’s report of FRUCI on the Company’s consolidated financial statements as of and for the fiscal year ended January 31, 2018 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.

A copy of the Form 8-K was furnished to FRUCI and FRUCI furnished us with a letter addressed to the SEC stating that FRUICI agreed with the statements made in the Form 8-K, a copy of which was filed with the Form 8-K as Exhibit 16.1.

From May 28, 2018 when FRUCI was engaged, through FRUCI’s resignation on January 15, 2019, there were no (i) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and FRUCI on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of FRUCI would have caused FRUCI to make reference to the subject matter thereof in its reports for such fiscal years and interim period, or (ii) “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

On February 10, 2019 , the Board approved and ratified the engagement of KCCW as its new independent registered public accounting firm. On April 9, 2019, the Company entered into an engagement with KCCW Accountancy Corp (“KCCW”) to retain KCCW as the Company’s independent public accounting firm.

Evaluation of Disclosure Controls and Procedures

Based on an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of JanuaryDecember 31, 2019,2021, the Company's Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial and accounting officer, respectively) has concluded that the Company's disclosure controls and procedures were not effective.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

Management's Report on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting in accordance with U.S. GAAP. Internal control over financial reporting includes policies and procedure that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with U.S. GAAP; that our receipts and expenditures are being made only in accordance with the authorization of the Company's board of directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, the risk.

Management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of JanuaryDecember 31, 2019.2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal Control

Integrated Framework. Because of the material weaknesses described in the following paragraphs, management believes that, as of JanuaryDecember 31, 2019,2021, the Company’s internal control over financial reporting was not effective based on those criteria.

Material weakness

Management identified two material weaknesses in the design and operation of its internal controls: (i) the failure to retain sufficient qualified accounting personnel to prepare financial statements in accordance with accounting principles generally accepted in the United States (including a qualified Chief Financial Officer); and (ii) the Company’s accounting department personnel has limited knowledge and experience in U.S. GAAP.

To remediate the material weaknesses identified in internal control over financial reporting, the Company intends to: (i) hire additional personnel with sufficient knowledge and experience in U.S. GAAP; and (ii) provide ongoing training courses in U.S. GAAP to existing personnel.personnel, as sufficient capital permits. The Company will continue to monitor and assess our remediation initiatives to ensure that the aforementioned material weaknesses are remediated.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company's internal controls over financial reporting that occurred during the Company's fiscal quarter ended JanuaryDecember 31, 20192021, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

None.

None. 

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PART III

Directors and Executive Officers

Our director and executive officers as of January 31, 2019 wereare as follows:

Ms. Jin, age 36,39, has been servingserved as our Director, CEO, CFO and CFOSecretary since December 2016. Currently, she also serves as the Legal Representative for Changzhou Biekaishengmian E-commerce Co., Ltd. From March 2010 to September 2014, she served as Marketing Director for Hunan Resgreen Ecological Textile Inc. and was responsible for marketing operations. From September 2014 to February 2015 she worked as General Commander of Education Department for Beijing Zhangxin Communication Technology Co., Ltd. where she was responsible for training marketing teams. From February 2015 to May 2016, Ms. Jin served as Marketing Director for

Shandong Weikang Biotechnology Co., Ltd. where she was responsible for marketing operations. She received her High School Diploma from Henan Runan County High School.  Ms. Jin brings to the Board her deep marketing experience.

Mr. Dongzhi Zhang, age 57,60, has been servingserved as our Chairman since December 2018 and the Chairman of Jialijia Group Co., Ltd, a limited liability company incorporated under the laws of the PRC, since 2010. Over the years, Mr. Dongzhi Zhang has devoted himself to enterprise management and has abundant corporate management experience. From January 2007 to July 2012, Mr. Wang served as the Senior Manager of Crowe CPA Group. From 2002 to 2010, he served as a General Manager of Beijing Jianghong Investment Co., Ltd. From 1997 to 2001, Mr. Zhang served as a General Manager of Jiangsu Changzhou Nanyuan Trading Company. From 1979 to 1996, Mr. Zhang served as a Chairman of Jiangsu Changzhou Wujin Tangyangjiu Company. He received his Associate Degree from Jiangsu Changzhou Commercial Bureau Internal College in 1981.  Mr. Zhang brings to the Board his corporate management experience.

Mr. Jiannan Wu, age 56,59, has been servingserved as our General Manager and Director since December 2018 and has been serving as a Director of Guangdong Provincial Health Care Association since March 2013. Since May 2014, Mr. Xu has been serving as the Chairman of Shenzhen Xiude Medical Nursing Group. Since December 2015, he has been serving as the Honorary President of Meizhou Surname Culture Research Association of Guangdong Province. Since 2017, he has been serving as the Executive Director of Smart Medical Research Center of the World City Smart Engineering Technology (Beijing) Research Institute. Since December 2017, he has been serving as the President of Shenzhen Expert Federation. Since 2018, he has been serving as the Chairman of the Shenzhen Science and Technology Economic Promotion Association, Qianhai Division. Mr. Wu received his Bachelor in Applied Chemical Technology from Zhengzhou Institute of Technology in July 2002. He received his Master’s Degree in Business Administration from United University of Hong Kong in 2007.  Mr. Wu brings to the Board his operational experience.  

Ms. Weixia Hu, age 48,51, has been servingserved as our Chinese Region Chief Representative since December 2018 and has been serving as the legal representative, Chairman of the Board of Supervisors, Marketing Director and Sales Representative of Zhongyun Management and Management Partnership (Limited Partnership) from 2018 until the present. From 2007 to 2012, Mr. Zhou founded Laoxiangzhang Food Chain Co., Ltd. and served as its General Manager. From 2007 to 2010, she served as a Marketing Director for Amway (China) Daily Necessities Co., Ltd. From 2004 to 2006, she served as a General Manager of Wuhan Xinyida Company. From 1994 to 2003, she served as a sales member for Shiyan Dongfeng Motor Company. Ms. Hu received her specialist degree from Dongfeng Motor Vehicle College.

There have been no related party transactions between the Company and any of Ms. Na Jin, Mr. Dongzhi Zhang, Mr. Jiannan Wu, or Ms. Weixia Hu reportable under Item 404(a) of Regulation S-K. 

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There are no formal compensation agreements with our directors and officers at this time.

Involvement in Certain Legal Proceedings

To the best of our knowledge, each of our directors and executive officers has not, during the past ten years: 

Corporate GovernanceBoard Committees and Audit Committee Financial Expert

We do not currently have a standing audit, nominating or compensation committee of the board of directors, or audit committee. Rather, our entire Boardany committee performing similar functions. Our board of directors performs the functions of theseaudit, nominating and compensation committees. As of the date of this report, no member of our board of directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. We do not believe it is necessary for our Board to appoint such committees because the volume of matters that come before our Board for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees.

Role in Risk Oversight15

Our Board is primarily responsible for overseeing our risk management processes. Our Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessmentCode of risks. Our Board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk.Ethics

Section 16(a) Beneficial Ownership Reporting ComplianceWe have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer principal accounting officer or controller in light of our Company’s current stage of development. We expect to adopt a code of ethics in the near future.

Section 16(a) of the Securities Exchange Act of 1934 requires that our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons, we believe that, during the year ended January 31, 2019, our executive officers, directors and greater-than-ten percent stockholders have not complied with Section 16(a) filing requirements.

The following compensation discussion addresses all compensation awarded to, earned by, or paid to the Company's named executive officer. The Company's officers and directors have not received any cash or other compensation since they became the Company’s officers and directors. No compensation of any nature has been paid for on account of services rendered by our directors in such capacity.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

There are no understandings or agreements regarding compensation our management will receive after a business combination.

The Company does not have a standing compensation committee or a committee performing similar functions, since the Board of Directors has determined not to compensate the officers and directors until such time that the Company completes a reverse merger or business combination.

Compensation Risk Management

Our Board of directors and human resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives with cash bonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included:

Compensation Committee Interlocks and Insider Participation

We have not yet established a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee. During the fiscal year ended December 31, 2021, none of our executive officers has served: (i) on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our board of directors; (ii) as a director of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the registrant; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the company.

Compensation Committee Report

Our board of directors has reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with management, the board of directors recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2021. The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Report on Form 10-K and irrespective of any general incorporation language in such filing.

Submitted by the board of directors:

Na Jin
Dongzhi Zhang

  Jiannan Wu   

The following table sets forth certain information regardingconcerning the beneficial ownership based on 7,285,000 shares of our Common Stock outstanding as of January 31, 2019, based on information obtained from the persons named below, with respect to the beneficial ownershipnumber of shares of our Common Stockcommon stock owned beneficially as of April 14, 2022, by:

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemedus to have “beneficial ownership”own more than five percent (5%) of any shares of Common Stock that such person has the right to acquire within 60 days of the date of the respective table. For purposes of computing the percentage of outstanding sharesclass of our Common Stock held byvoting securities, (ii) each person or group of personsour directors and each of our named above, any shares that such person or persons has the right to acquire within 60 daysexecutive officers (as defined under Item 402(m)(2) of the date of the respective table is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listedRegulation S-K), and (iii) officers and directors as beneficially owned does not constitute an admission of beneficial ownership.

a group. Unless otherwise indicated, we believe that all persons named in the table haveshareholders listed possess sole voting and investment power with respect to allthe shares of Common Stock beneficially owned by them. 

⁽¹⁾Na Jin isshown except to the interim CEOextent voting power may be shared with a spouse. Unless otherwise indicated, the address for each director and CFO of JLJexecutive officer listed is: c/o Jialijia Group Corporation Limited, and, in that capacity, has the authority to direct voting and investment decisions with regard to its common stock.Room 402, Unit B, Building 5, Guanghua Community, Guanghua Road, Tianning District, Changzhou City, Jiangsu Province, China 213000.

There are no current arrangements known to the company, the operation of which may, at a subsequent date, result in a further change in control of the registrant.

Transactions with Related Persons

In support of the Company’s nominal operation and cash requirements, we rely on advances from related parties until when we can support our operations or attain adequate financing through sales of our equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. The advances from related party represent the amounts paid by related party on behalf of the Company in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

DuringThe related parties of the year ended January 31, 2019,company with whom transactions are reported in these consolidated financial statements are as follows: 

Due from related party:

The balance of due from related party is unsecured, non-interest bearing, and payable on demand.

Due to related parties:

Due to related parties were advances from its related parties for the Company’s officer advanced $52,983 forpurchase of equipment and daily operating expenses. The balances are unsecured, non-interest bearing, and payable on demand.

We have not adopted policies or procedures for approval of the loan fromrelated person transactions but review them on a case-by-case basis. We believe that all related party transactions were on terms at least as favorable as we would have secured in arm’s-length transactions with third parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of January 31, 2019 and 2018 were $84,115 and $31,132, respectively. The loan is non-interest bearing, payable on demand and unsecured. 

five percent or more of our common stock, or family members of such persons.

Director Independence

OTCQB securities areWe have not listedadopted a standard of independence nor do we have a policy with respect to independence requirements for our board members or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCQB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Because our common stock is not listed on a national exchange or interdealer quotation system there is no requirement that a majority of our Boardboard be independent and, therefore,comprised of “independent directors.” We will review the Company is not subject to director independence requirements.standard established by the OTC Markets Group in the future. Under Nasdaq Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, our directors would not be considered independent directors.

Except as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.

On January 17, 2019,March 15, 2022, our independent auditor, Fruci & Associates II, PLLCKCCW Accountancy Corp (“FRUCI”KCCW”) advised our Board in writing that they resigned as auditor of the Company.

On February 10, 2019,Concurrently therewith, we retained the Board approved and ratified the engagementfirm of KCCW Accountancy CorpOlayinka Oyebola & Co. (“KCCW”OO”) as its new independent registered public accounting firm.  On April 9, 2019, the Company entered into an engagement with KCCW, to retain KCCW as the Company’s independent public accounting firm.

audit our consolidated financial statements for our fiscal year ending December 31, 2021 

For the fiscal year ended JanuaryDecember 31, 2019, KCCW2021, Olayinka Oyebola was our principal accountant. For the fiscal year ended JanuaryDecember 31, 2018, FRUCI2020, KCCW was our principal accountant. The following is a summary of fees paid or to be paid to FRUCI and KCCW for services rendered. 

Audit Fees. Audit feesAll audit work was performed by the full time employees of KCCW or OO, as applicable, for the above mentioned fiscal years. The functions customarily delegated to an audit committee are performed by our full board of directors. Our board of directors approves in advance, all services performed by WWC, but have not adopted

pre-approval policies or procedures. Our board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence, and review fees consist ofhas approved such services.

The following table sets forth fees billed by our auditors during the last two fiscal years for professional services rendered for the audit of our year-endannual financial statements and review of our quarterly reports and services in connection with regulatory filings. We paid Fruci $4,300 in connection with our audited financials for the fiscal year ended January 31, 2018, and $6,000 in connection with the review of our quarterly reports ended April 30, 2018, July 31, 2018, and October 31, 2018. We will pay KCCW $5,000 in connection with the audit of our financial statements, for the year ended January 31, 2019.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related servicesby our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported under "Audit Fees." Theseas audit fees, services include attestrendered in connection with tax compliance, tax advice and tax planning, and all other fees for services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.rendered.

19

Tax Fees. None

All Other Fees. None

PART IV

The following documents are filed as part of this report:

Financial Statements are included in Part II, Item 8 of this report.

No financial statement schedules are included because such schedules are not applicable, are not required, or because required information is included in the financial statements or notes thereto.

* Filed herewith.

**

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

21

JIALIJIA GROUP CORPORATION LIMITED

(FORMERLY KNOWN AS RIZZEN, INC.)

FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2019 AND 2018

Report of Independent Registered Public Accounting Firm

TABLE OF CONTENTSTo the shareholders and the board of directors of JIALIJIA GROUP CORPORATION LIMITED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Jialijia Group Corporation Limited (formerly Rizzen Inc.)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetsheets of Jialijia Group Corporation Limited (the “Company”Limited. (the "Company") as of JanuaryDecember 31, 2019,2021, and the related statementconsolidated statements of operations, stockholders’ deficit,changes in shareholders' equity and cash flows, for the year ended JanuaryDecember 31, 2019,2020, and the related notes (collectivelycollectively referred to as the "financial statements. The financial statements). statement of JialiJia Group Corporation Limited were audited by other auditors whose report dated September 13, 2021.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of JanuaryDecember 31, 2019,2021, and the results of its operations and its cash flows for the year ended JanuaryDecember 31, 2019,2021, in conformity with accounting principlesU.S. generally accepted accounting principles.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 4 to the United Statesconsolidated financial statements, the Company has had accumulated deficit of America.$(5,189,744) and is in need of additional capital to sustain its operations until it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 4. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audit.audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditaudits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our auditaudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our auditaudits provide a reasonable basis for our opinion.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

/s/KCCW Accountancy Corp

KCCW Accountancy Corp 

We have served as the Company’s auditor since 2019.

Diamond Bar, CA

May 7, 2019

802 N Washington
Spokane, WA 99201

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Rizzen Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Rizzen Inc. (the Company) as of January 31, 2018, and the related statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2018, and the results of its operations and its cash flows forthe year ended January 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, theCompany has not yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.The Companycompany is not requiredrequired to have, nor were we engagedengaged to perform, an auditaudit of its internal control over financial reporting. As part of our audit,audits, we are required to obtain an understanding of internal controlcontrol over financial reporting butbut not for the purpose of expressing an opinion on the effectiveness of the Company’sCompany's internal control over financial reporting. Accordingly,Accordingly, we express no such opinion.opinion

Our

Critical Audit Matter

Critical audit included performing procedures to assessmatters are matters arising from the risks of material misstatementcurrent period audit of the consolidated financial statements whether duethat were communicated or required to errorbe communicated to the audit committee and that: (1) relate to accounts or fraud,disclosures that are material to the consolidated financial statements and performing procedures(2) involved our especially challenging, subjective, or complex judgments. We determined that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Ourthere are no critical audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.matters.

 OLAYINKA OYEBOLA & CO.

Fruci & Associates II, PLLC

(Chartered Accountants)

We have served as the Company’sCompany's auditor since 2017.February 2022.

April 15th, 2022.

Lagos Nigeria                                                                         1

Spokane, WA May 14, 2018

JIALIJIA GROUP CORPORATION LIMITED

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

2

JIALIJIA GROUP CORPORATION LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

The accompanying notes are an integral part of these financial statements.

3

JIALIJIA GROUP CORPORATION LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY